reconvene regular meeting: 7:00 pm - Irvine Unified School District

name of Cede & Co., as nominee of DTC, or such other nominee as DTC may request. The
Trustee, the Districts and any paying agent may treat DTC (or its nominee) as the sole and
exclusive owner of the Note Participations registered in its name for the purposes of payment of
the principal and interest represented by such Note Participations, giving any notice permitted or
required to be given to an Owner under this Trust Agreement, registering the transfer of Note
Participations, obtaining any consent or other action to be taken by the Owners and for all other
purposes whatsoever; and neither the Trustee nor the Districts shall be affected by any notice to
the contrary. Neither the Trustee nor the Districts shall have any responsibility or obligation to
any Participant (which shall mean, for purposes of this Section 2.10, securities brokers and
dealers, banks, trust companies, clearing corporations and other entities, some of whom directly
or indirectly own DTC), any person claiming a beneficial ownership interest in the Note
Participations under or through DTC or any Participant, or any other person which is not shown
on the registration records as being an Owner, with respect to (i) the accuracy of any records
maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any
amount in respect of the principal or interest represented by such Note Participations, (iii) any
notice which is permitted or required to be given to the Owners under this Trust Agreement, or
(iv) any consent given or other action taken by DTC as Owner. The Trustee shall pay all
principal of and interest represented by the Note Participations only at the times, to the accounts,
at the addresses and otherwise in accordance with the Representation Letter. Upon delivery by
DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new
nominee in place of its then existing nominee, the Note Participations will be transferable to such
new nominee in accordance with subsection (f) of this Section 2.10.
(c) In the event that 20% of the Districts determine that it is in the best
interests of the Districts or the beneficial owners of the Note Participations that they be able to
obtain certificates, the Trustee shall, upon the written instruction of 20% of the Districts, so
notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of
certificates. In such event, the Note Participations will be transferable in accordance with
subsection (f) of this Section 2.10. DTC may determine to discontinue providing its services
with respect to any Series of Note Participations at any time by giving written notice of such
discontinuance to the Districts and the Trustee and discharging its responsibilities with respect
thereto under applicable law. In such event, such Note Participations will be transferable in
accordance with subsection (f) of this Section 2.10. Whenever DTC requests the Districts or the
Trustee to do so, the Trustee and the Districts will cooperate with DTC in taking appropriate
action after reasonable notice to arrange for another securities depository to maintain custody of
all Note Participations then Outstanding. In such event, such Note Participations will be
transferable to such securities depository in accordance with subsection (f) of this Section 2.10,
and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to
refer to such successor securities depository and its nominee, as appropriate.
(d) Notwithstanding any other provision of this Trust Agreement to the
contrary, so long as all Note Participations Outstanding are registered in the name of any
nominee of DTC, all payments with respect to the principal and interest represented by each such
Note Participation and all notices with respect to each such Note Participation shall be made and
given, respectively, to DTC as provided in the Representation Letter.
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